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Share Subscription Agreement
"I need a Share Subscription Agreement under Belgian law for a Series A investment round where a venture capital firm will subscribe for 25% of our technology company's shares, with specific focus on anti-dilution protection and board representation rights."
1. Parties: Identification of the issuing company and the subscriber(s)
2. Background: Context of the share subscription, including company information and purpose of the share issuance
3. Definitions: Definitions of key terms used throughout the agreement
4. Subscription and Issue: Core terms of the subscription including number of shares, price per share, and total subscription amount
5. Payment Terms: Details of how and when payment for the shares will be made
6. Closing Conditions: Conditions that must be satisfied before the subscription can complete
7. Closing Mechanics: Process and requirements for completing the subscription
8. Representations and Warranties of the Company: Company's confirmations regarding its status, authority, and share issuance
9. Representations and Warranties of the Subscriber: Subscriber's confirmations regarding capacity, authority, and investment intent
10. Covenants: Ongoing obligations of the parties
11. Term and Termination: Duration of the agreement and circumstances for termination
12. Confidentiality: Obligations regarding confidential information
13. Notices: Process for formal communications between parties
14. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, entire agreement, etc.
1. Pre-emptive Rights: Used when existing shareholders have rights to participate in the subscription
2. Share Rights: Include when the subscribed shares have special rights or restrictions
3. Anti-dilution Protection: Used when subscribers are granted protection against future dilutive issuances
4. Lock-up Provisions: Include when there are restrictions on transfer of subscribed shares
5. Multiple Closings: Used when the subscription will occur in multiple tranches
6. Tag-Along Rights: Include when subscribers are granted co-sale rights
7. Board Representation: Used when subscription includes rights to board representation
8. Information Rights: Include when subscribers are granted specific information rights
1. Subscription Details: Detailed breakdown of shares being subscribed, including class, numbers, and price
2. Form of Shareholders' Resolution: Required resolution authorizing the share issuance
3. Conditions Precedent Checklist: List of all conditions that must be satisfied before closing
4. Disclosure Schedule: Company's disclosures against its representations and warranties
5. Form of Subscription Form: Standard form for executing the subscription
6. Articles of Association: Current articles of association of the company
7. Board Resolution: Resolution approving the share issuance
8. KYC Requirements: List of required know-your-customer documentation
9. Share Certificate Template: Form of share certificate to be issued
Authors
Technology
Financial Services
Manufacturing
Real Estate
Healthcare
Energy
Telecommunications
Professional Services
Consumer Goods
Infrastructure
Life Sciences
Media and Entertainment
Retail
Transportation and Logistics
Legal
Finance
Corporate Development
Compliance
Executive Management
Investment
Company Secretariat
Treasury
Risk Management
Corporate Governance
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Lawyer
Investment Manager
Company Secretary
Finance Director
Corporate Development Manager
Legal Counsel
Investment Banker
Private Equity Manager
Venture Capital Manager
Compliance Officer
Board Member
Managing Director
Transaction Manager
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